EX-2.1
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF
MERGER (the "PLAN OF
MERGER"), (1) approved
on May
31, 2006, by Twin Lakes Delaware, Inc. (the "SURVIVING CORPORATION"), a
corporation organized under the laws of the State of Delaware,
and by its Board
of Directors on said date and (2) approved on May 31, 2006, by Twin
Lakes, Inc.
(the "NON-SURVIVOR"),
a corporation
organized under the laws of the State of
Nevada, and by its
Board of Directors and shareholders on said date. The
Surviving Corporation
and the Non-Survivor are collectively referred to herein
as the "Corporations."
WHEREAS, the Surviving Corporation is a corporation duly organized
and
existing under the laws of the State of Delaware, having been formed on June 1,
2006, pursuant
to a Certificate of Incorporation filed with the State of
Delaware;
WHEREAS, the Non-Survivor is a corporation duly organized and
existing
under the laws of the State of Nevada, having been formed on January 28,
2000,
pursuant to Articles of Incorporation filed with the State of
Nevada; and
WHEREAS, the
Board of Directors of each of the Corporations has
determined that it is in the best interests of the Corporations to merge into a
single corporation
(the "Merger") and that the Surviving
Corporation
be the
surviving corporation
to the Merger on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements,
representations and warranties contained herein, it is agreed
that:
1. Upon the
Effective Time of the Merger (as defined in Section 11 below),
the
Non-Survivor shall,
pursuant to the
applicable
provisions of the
Nevada
Revised Statutes
(the "NRS"), be merged with and into the Surviving
Corporation, which
shall (a) be the surviving corporation upon the
Effective Time of the
Merger and (b)
continue to exist as said surviving
corporation under the name Twin Lakes, Inc., its present name,
pursuant to
the
applicable provisions
of the General
Corporation Law of the
State of
Delaware (the "DGCL").
The separate existence
of the Non-Survivor
shall
cease upon
the Effective Time of the Merger in accordance with the
applicable provisions of the NRS.
2. The
Certificate of
Incorporation
of the Surviving
Corporation
upon the
Effective Time of the Merger shall be the Certificate of
Incorporation
of
the
Surviving Corporation
following the Merger,
and said Certificate of
Incorporation shall
continue in full force
and effect until
amended and
changed in the manner prescribed by the provisions of the laws of
the State
of
Delaware.
3. The Bylaws of
the Surviving
Corporation
upon the Effective Time of the
Merger shall be the
Bylaws of the
Surviving Corporation following the
Merger, and said
Bylaws shall continue in full force and effect
until
changed, altered,
or amended as therein provided and in the manner
prescribed by the provisions of the laws of the State of
Delaware.
<PAGE>
4. The directors
and officers of the Surviving Corporation upon the Effective
Time
of the Merger shall be the directors and officers of the Surviving
Corporation
following the
Merger,
all of whom shall hold their
directorships and
offices until the
election and
qualification of
their
respective successors
or until their
tenure is otherwise
terminated
in
accordance with the Bylaws of the Surviving Corporation.
5. At the
Effective Time of the Merger, the separate existence of the
Non-Survivor shall
cease, and the Surviving Corporation shall continue in
existence and, without
transfer, shall succeed to and possess all
of the
properties,
rights,
privileges,
immunities,
powers, purposes
and
franchises, of a public and private nature,
and shall be subject to all of
the
obligations,
restrictions,
disabilities
and duties, of the
Non-Survivor, all
without further act or deed, as provided in the
applicable statutes of the State of Delaw
